Common use of Diligence Requirements Clause in Contracts

Diligence Requirements. COMPANY shall use diligent efforts to develop LICENSED PRODUCTS or LICENSED PROCESSES and to introduce LICENSED PRODUCTS or LICENSED PROCESSES into the commercial market; thereafter, COMPANY shall make LICENSED PRODUCTS or LICENSED PROCESSES reasonably available to the public. Specifically, COMPANY shall fulfill the following obligations: (a) Within four (4) months after the EFFECTIVE DATE, COMPANY shall furnish MIT with a written research and development plan describing the major tasks to be achieved in order to bring to market a LICENSED PRODUCT or a LICENSED PROCESS or LICENSED SERVICE specifying the number of staff and other resources to be devoted to such commercialization effort. (b) Within sixty (60) days after the end of each calendar year, COMPANY shall furnish MIT with a written report on the progress of its efforts during the immediately preceding calendar year to develop and commercialize LICENSED PRODUCTS or LICENSED PROCESSES, with specific reference to the diligence obligations required under this Section 3.1. The report shall also contain a discussion of intended efforts and sales projections for the year in which the report is submitted. (c) COMPANY shall permit an in-plant inspection by MIT at regular intervals with at least six (6) months between each such inspection. (d) All LICENSED PRODUCTS shall be subject to stringent quality control testing to ensure product performance in accordance with stated product specifications. Any time after first commercial sale, MIT reserves the right to test LICENSED PRODUCTS at random intervals to assure that quality standards have been maintained. (e) COMPANY shall make a first commercial sale of a LICENSED PRODUCT and/or a first commercial performance of a LICENSED PROCESS on or before September 30, 2018. (f) COMPANY shall make NET SALES according to the following schedule: 2018 $100,000; 2019 $500,000; 2020 $1,000,000 2020 and each year thereafter $1,500,000. In the event that MIT determines that COMPANY (or an AFFILIATE) has failed to fulfill any of its obligations under this Section 3.1, then MIT may treat such failure as a material breach in accordance with Section 12.3(b).

Diligence Requirements. COMPANY shall use diligent efforts and shall cause its AFFILIATES and SUBLICENSEES to use diligent efforts, to develop LICENSED PRODUCTS or LICENSED PROCESSES PROCESSES, and to introduce LICENSED PRODUCTS or LICENSED PROCESSES into the commercial market; thereafter, and to perform LICENSED SERVICES. Thereafter, COMPANY or its AFFILIATES or SUBLICENSEES shall make LICENSED PRODUCTS or LICENSED PROCESSES reasonably available to the public. Specifically, COMPANY or AFFILIATE or SUBLICENSEE shall fulfill the following obligations: (a) Within four three (43) months after of the EFFECTIVE DATE, COMPANY shall furnish MIT M.I.T. with a written research and development plan describing the major tasks to be achieved in order to bring to market a LICENSED PRODUCT or a LICENSED PROCESS PROCESS, or develop a LICENSED SERVICE SERVICE, specifying the number of staff and other resources to be devoted to such commercialization effort. (b) Within sixty (60) days after the end of each calendar year, COMPANY shall furnish MIT M.I.T. with a written report (consistent with Section 5.1(a)) on the progress of its efforts during the immediately preceding calendar year to develop and commercialize LICENSED PRODUCTS or LICENSED PROCESSES, with specific reference to the diligence obligations required under this Section 3.1or provide a LICENSED SERVICE. The report shall also contain a discussion of intended efforts and sales projections for the year in which the report is submitted. (c) On the one (1) year anniversary of the EFFECTIVE DATE, COMPANY shall permit an in-plant inspection by MIT M.I.T. and thereafter permit in-plant inspections by M.I.T. at regular intervals with at least six twelve (612) months between each such inspection. (d) All LICENSED PRODUCTS Achieve milestones as outlined in any of the PATENT LICENSE AGREEMENTS. Failure to achieve a milestone under a PATENT LICENSE AGREEMENT that incorporates/requires the TANGIBLE PROPERTY shall be subject to stringent quality control testing to ensure product performance in accordance with stated product specifications. Any time after first commercial sale, MIT reserves the right to test LICENSED PRODUCTS at random intervals to assure that quality standards have been maintained. (e) COMPANY shall make considered a first commercial sale of a LICENSED PRODUCT and/or a first commercial performance of a LICENSED PROCESS on or before September 30, 2018. (f) COMPANY shall make NET SALES according to the following schedule: 2018 $100,000; 2019 $500,000; 2020 $1,000,000 2020 and each year thereafter $1,500,000failed milestone under this Agreement. In the event that MIT determines that COMPANY (or an AFFILIATEAFFILIATE or SUBLICENSEE) has failed to fulfill any of its obligations under this Section 3.1Section, then MIT M.I.T. may treat such failure as a material breach in accordance with Section 12.3(b10.3(b).

Diligence Requirements. COMPANY shall use diligent efforts efforts, or shall cause its AFFILIATES and SUBLICENSEES to use diligent efforts, to develop LICENSED PRODUCTS, DISCOVERED PRODUCTS or LICENSED PROCESSES and to introduce LICENSED PRODUCTS, DISCOVERED PRODUCTS or LICENSED PROCESSES into the commercial market; thereafter, COMPANY or its AFFILIATES or SUBLICENSEES shall make LICENSED PRODUCTS, DISCOVERED PRODUCTS or LICENSED PROCESSES reasonably available to the public. Specifically, COMPANY or AFFILIATE or SUBLICENSEE shall fulfill the following obligations:. (a) Within four (4) months after the EFFECTIVE DATE, COMPANY shall furnish MIT with a written research and development plan describing the major tasks to be achieved in order to bring to market a LICENSED PRODUCT or a LICENSED PROCESS or LICENSED SERVICE specifying the number of staff and other resources to be devoted to such commercialization effort. (b) Within sixty (60) days after the end of each calendar year, COMPANY shall furnish MIT M.I.T. with a written report (consistent with Section 5.1(a)) on the progress of its efforts during the immediately preceding calendar year to develop and commercialize LICENSED PRODUCTS, DISCOVERED PRODUCTS or and LICENSED PROCESSES, with specific reference to the diligence obligations required under this Section 3.1. The report shall also contain a discussion of intended efforts and sales projections for the year in which the report is submitted. (cb) COMPANY shall permit an in-plant inspection by MIT M.I.T. on or before July 1, 2002 and thereafter permit in-plant inspections by M.I.T. at regular intervals with at least six twelve (612) months between each such inspection. (c) COMPANY shall have raised since inception at least one million Dollars ($1,000,000) by May 1, 2003 from the sale of COMPANY’s equity securities for its own account. (d) All LICENSED PRODUCTS In the aggregate, COMPANY shall be subject to stringent quality control testing to ensure product performance in accordance with stated product specifications. Any time after first commercial salehave raised since inception at least four million dollars ($4,000,000) by November 1, MIT reserves 2004 from the right to test LICENSED PRODUCTS at random intervals to assure that quality standards have been maintainedsale of COMPANY’s equity securities for its own account and from funding from CORPORATE PARTNERS or SUBLICENSEES. (e) COMPANY shall make fund, or shall cause its AFFILIATES to fund no less than Two Hundred Fifty Thousand Dollars ($250,000) toward the research, development or commercialization of LICENSED PRODUCTS, DISCOVERED PRODUCTS and/or LICENSED PROCESSES in each calendar year (pro-rated for partial years) beginning in the calendar year 2001 and ending with calendar year 2004. (f) COMPANY shall fund, or shall cause its AFFILIATES to fund, no less than one million Dollars ($1,000,000) toward the research, development or commercialization of LICENSED PRODUCTS, DISCOVERED PRODUCTS and/or LICENSED PROCESSES in each calendar year (pro-rated for partial years) beginning in calendar year 2005 and ending with the first commercial sale of a LICENSED PRODUCT or first commercial performance of a LICENSED PROCESS. (g) COMPANY shall begin, or shall cause its AFFILIATES, CORPORATE PARTNERS or SUBLICENSEE to begin, by December 31, 2003, animal studies of a LICENSED PRODUCT, DISCOVERED PRODUCT or LICENSED PROCESS suitable for the filing of an IND. (h) COMPANY shall file, or shall cause its AFFILIATES, CORPORATE PARTNERS or SUBLICENSEE to file, an IND for a LICENSED PRODUCT, DISCOVERED PRODUCT or a LICENSED PROCESS by December 31, 2004. (i) COMPANY shall file, or shall cause its AFFILIATES, CORPORATE PARTNERS or SUBLICENSEE to file, an NDA for a LICENSED PRODUCT, DISCOVERED PRODUCT or LICENSED PROCESS by December 31, 2012. (j) COMPANY shall make, or shall cause its AFFILIATES, SUBLICENSEES, or CORPORATE PARTNERS to make, a first commercial sale of a LICENSED PRODUCT and/or a DISCOVERED PRODUCT and/or a first commercial performance of a LICENSED PROCESS on or before September 30June 1, 20182013. (fk) COMPANY shall make NET SALES and DISCOVERED PRODUCT NET SALES according to the following schedule: 2018 $100,000; 2019 $2013 $ 500,000; 2020 $1,000,000 2020 2014 $ 2,000,000; 2015 and each year thereafter $1,500,000$ 5,000,000. In the event that MIT M.I.T. determines that COMPANY (or an AFFILIATE) has failed to fulfill any of its obligations under this Article 3 and fails to cure such breach within ninety (90) days after receiving written notice thereof, provided such notice expressly refers to this Section 3.13.1 and M.I.T.’s right of conversion, then MIT may treat such failure M.I.T. may, as a material breach its sole remedy, convert the exclusive rights granted in accordance with Section 12.3(b)2.2 into non-exclusive rights.

Diligence Requirements. COMPANY shall use diligent efforts efforts, or shall cause its AFFILIATES and SUBLICENSEES to use diligent efforts, to develop LICENSED PRODUCTS or LICENSED PROCESSES and to introduce LICENSED PRODUCTS or LICENSED PROCESSES into the commercial market; thereafter, COMPANY or its AFFILIATES or SUBLICENSEES shall make LICENSED PRODUCTS or LICENSED PROCESSES reasonably available to the public. Specifically, COMPANY or AFFILIATE or SUBLICENSEE shall fulfill the following obligations: (a) Within four (4) 3 months after the EFFECTIVE DATE, COMPANY shall furnish MIT M.I.T. with a written research and development plan describing the major tasks to be achieved in order to bring to market a LICENSED PRODUCT or a LICENSED PROCESS or LICENSED SERVICE PROCESS, specifying the number of staff and other resources to be devoted to such commercialization effort. (b) Within sixty (60) days after the end of each calendar year, COMPANY shall furnish MIT M.l.T. with a written report (consistent with Section 5.l(a)) on the progress of its efforts during the immediately preceding calendar year to develop and commercialize LICENSED PRODUCTS or LICENSED PROCESSES, with specific reference to the diligence obligations required under this Section 3.1. The report shall also contain a discussion of intended efforts and sales projections for the year in which the report is submitted. (c) COMPANY shall permit an in-plant inspection by MIT at regular intervals with raise at least six Five Hundred Thousand Dollars (6$500,000) months between each such inspectionby June 1, 2007 from the sale of Company's equity securities for its own account. (d) All COMPANY shall fund no less than Two Hundred Thousand Dollars ($200;000) toward the development of LICENSED PRODUCTS shall be subject to stringent quality control testing to ensure product performance and/or LICENSED PROCESSES in accordance each calendar year (pro-rated for partial years) beginning in 2007 and ending with stated product specifications. Any time after the first commercial sale, MIT reserves the right to test sale of a LICENSED PRODUCTS at random intervals to assure that quality standards have been maintainedPRODUCT or a first commercial performance of a LICENSED PROCESS. (e) COMPANY shall make a first commercial sale of a LICENSED PRODUCT and/or a first commercial performance of a LICENSED PROCESS on or before September 30June 1, 20182008. (f) COMPANY shall make NET SALES according to the following schedule: 2018 $100,000; 2019 $2008 $ 500,000; 2020 $1,000,000 2020 2009 $ 1,500,000; 2010 and each year thereafter $1,500,000$ 3,000,000. In the event that MIT M.I.T. determines that COMPANY (or an AFFILIATEAFFILIATE or SUBLICENSEE) has failed to fulfill any of its obligations under this Section 3.1, then MIT M.I.T. may treat such failure as a material breach in accordance with Section 12.3(b).

Diligence Requirements. COMPANY Company shall use diligent efforts efforts, or shall cause its Affiliates and Sublicensees to use diligent efforts, to develop LICENSED PRODUCTS Licensed Products or LICENSED PROCESSES Licensed Processes and to introduce LICENSED PRODUCTS Licensed Products or LICENSED PROCESSES Licensed Processes into the commercial market; thereafter, COMPANY Company or its Affiliates or Sublicensees shall make LICENSED PRODUCTS Licensed Products or LICENSED PROCESSES Licensed Processes reasonably available to the public. Specifically, COMPANY Company or Affiliate or Sublicensee shall fulfill the following obligations:: [***] Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. (a) Within four (4) months after the EFFECTIVE DATEBy June 1, COMPANY 1998, Company shall furnish MIT Bxxxxxx with a written research and development plan describing the major tasks under which Company intends to be achieved in order to bring to market a LICENSED PRODUCT develop U.S. Licensed Products, U.S. Licensed Processes, Foreign Licensed Products, or a LICENSED PROCESS or LICENSED SERVICE specifying the number of staff and other resources to be devoted to such commercialization effortForeign Licensed Processes. (b) Within sixty forty-five (6045) days after the end of each calendar year, COMPANY Company shall furnish MIT Bxxxxxx with a written report on the progress of its efforts during the immediately preceding calendar year to develop and commercialize LICENSED PRODUCTS Licensed Products or LICENSED PROCESSESLicensed Processes, with specific reference including without limitation research and development efforts] efforts to the diligence obligations required under this Section 3.1obtain regulatory approval, marketing efforts, and sales figures. The report shall also contain a discussion of intended efforts and sales projections for the year in which the report is submittedcurrent year. (c) COMPANY Beginning with the calendar year 2001, the Company or its sublicensee(s) shall permit an in-plant inspection by MIT at regular intervals with sell, or the Company or sublicensee(s) shall purchase from Bxxxxxx, at least two (2) U.S. Licensed Products, in the aggregate, during the calendar year 2001 and each calendar year thereafter of this Agreement. (d) Company shall develop a prototype device capable of performing cadaver studies within twelve (12) months of the Effective Date of this Agreement; (e) Company shall conduct a cadaver study within six (6) months between each such inspection. (d) All LICENSED PRODUCTS shall be subject after the development of the prototype device in order to stringent quality control testing to ensure product performance in accordance with stated product specifications. Any time after first commercial sale, MIT reserves determine the right to test LICENSED PRODUCTS at random intervals to assure that quality standards have been maintained. (e) COMPANY shall make a first commercial sale efficacy of a LICENSED PRODUCT and/or a first commercial performance of a LICENSED PROCESS on or before September 30, 2018.the prototype device; and (f) COMPANY Company shall make NET SALES according use commercially reasonably efforts to obtain FDA market clearance. (g) Company and/or its strategic distribution partners shall spend $[***] during the following schedule: 2018 last three (3) calendar quarters of 1998 and, beginning with the calendar year 1999, $100,000; 2019 $500,000; 2020 $1,000,000 2020 [***] per year for years in which this agreement is still in effect. This expenditure shall be used to support R&D, commercialization, marketing, quality assurance, regulatory, design for safety, design improvements, manufacturing, and each year thereafter $1,500,000technical support training. Financial information supporting the minimum expenditures shall be included in the report required in Section 3.1(b), including but not limited to such information as percent of an employee’s salary cost, consultant’s bills, travel, regulatory fees, equipment cost, cadaver test costs, and direct manufacturing costs. In the event that MIT Bxxxxxx determines that COMPANY Company (or an AFFILIATEAffiliate or Sublicensee) has failed to fulfill any of not fulfilled its obligations under this Section 3.1., then MIT Bxxxxxx shall furnish Company with written notice of such determination. If Company fails to fulfill the obligations of Sections 3.1(a), (b), (d), (e), (b), or (g) within forty-five (45) days after receipt of such notice, Bxxxxxx may treat terminate this Agreement immediately upon written notice to Company. If Company has fulfilled the obligations of Sections 3.1(a), (b), (d), (e), (f), or (g), but not those of Section 3.1(c) within forty-five (45) days after receipt of such failure notice, Bxxxxxx shall have the right to terminate the Exclusive Period and to grant additional licenses to third parties to Patent Rights. [***] Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as a material breach in accordance [***]. A complete version of this exhibit has been filed separately with Section 12.3(b)the Securities and Exchange Commission.

Diligence Requirements. COMPANY shall use diligent efforts, or shall use reasonable efforts to cause its AFFILIATES and SUBLICENSEES to use diligent efforts, to develop LICENSED PRODUCTS or LICENSED PROCESSES and to introduce LICENSED PRODUCTS or LICENSED PROCESSES into the commercial market; thereafter, COMPANY or its AFFILIATES or SUBLICENSEES shall make LICENSED PRODUCTS or LICENSED PROCESSES reasonably available to the public. Specifically, COMPANY or AFFILIATE or SUBLICENSEE shall fulfill the following obligations: (a) Within four (4) six months after the EFFECTIVE DATE, COMPANY shall furnish MIT M.I.T. with a written research and development plan describing the major tasks to be achieved in order to bring to market a LICENSED PRODUCT or a LICENSED PROCESS or LICENSED SERVICE PROCESS, specifying the number of staff and other resources to be devoted to such commercialization effort. (b) Within sixty (60) 120 days after the end of each calendar year, COMPANY shall furnish MIT M.I.T. with a written report (consistent with Section 5.1(a)) on the progress of its efforts during the immediately preceding calendar year to develop and commercialize LICENSED PRODUCTS or LICENSED PROCESSES, with specific reference to the diligence obligations required under this Section 3.1. The report shall also contain a discussion of intended efforts and sales projections for the year in which the report is submitted. (c) COMPANY shall develop a working model within 18 months of the EFFECTIVE DATE and permit an in-plant inspection by MIT M.I.T. on or before three years from the EFFECTIVE DATE and thereafter permit in-plant inspections by M.I.T. at regular intervals with at least six (6) months one year between each such inspection. (d) All LICENSED PRODUCTS COMPANY shall be subject to stringent quality control testing to ensure product performance raise in accordance with stated product specifications. Any time after first commercial salethe aggregate [***] by January 1, MIT reserves the right to test LICENSED PRODUCTS at random intervals to assure that quality standards have been maintained2002 of unrestricted funds. (e) COMPANY shall raise in the aggregate [***] by January 1, 2004 of unrestricted funds. (f) COMPANY anticipates that it will need to fund research and development of LICENSED PRODUCTS and/or LICENSED PROCESSES as follows: 2001 through end of 2002 $[***] 2003 and each subsequent year until NET SALES reach $[***] per year $[***] per year (g) COMPANY shall make a first commercial sale of a LICENSED PRODUCT and/or a first commercial performance of a LICENSED PROCESS on or before September 30, 2018within three (3) years from the EFFECTIVE DATE. (fh) COMPANY shall make NET SALES and receiving SUBLICENSEE INCOME and DEVELOPMENTAL MILESTONE PAYMENTS and DISCOVERY PAYMENTS that in the aggregate are at least the following amounts according to the following schedule: 2018 $100,0002004 $ [***]; 2019 $500,0002005 $ [***]; 2020 $1,000,000 2020 2006 and each year thereafter $1,500,000[***] Should COMPANY decide to pursue a drug discovery business model for a majority of the business activities of COMPANY, and should that model make it difficult for COMPANY to comply with the provisions of this paragraph (3.1(h) COMPANY and M.I.T. agree to meet and develop an appropriate milestone to substitute for this paragraph based on the new drug discovery business model. In the event that MIT M.I.T. determines that COMPANY (or an AFFILIATEAFFILIATE or SUBLICENSEE) has failed to fulfill any of its obligations under this Section 3.1, then MIT M.I.T. may treat such failure as a material breach in accordance with Section 12.3(b).

Diligence Requirements. COMPANY LICENSEE shall use diligent efforts efforts, and shall cause its ASSOCIATE S and SUBLICENSEES to use diligent efforts, to develop LICENSED PRODUCTS or LICENSED PROCESSES and to introduce LICENSED PRODUCTS or LICENSED PROCESSES into the commercial market; thereafter, COMPANY LICENSEE or its ASSOCIATE S or SUBLICENSEES shall make LICENSED PRODUCTS or LICENSED PROCESSES reasonably available to the public. Specifically, COMPANY LICENSEE or ASSOCIATE or SUBLICENSEE shall fulfill the following obligations:: Exclusive Patent and Know-How Final License Agreement Confidential (a) Within four (4) months after At the EFFECTIVE DATE, COMPANY LICENSEE shall furnish MIT enter an agreement with a written research and development plan describing the major tasks to be achieved EERC in order to bring demonstrate the LICENSED PRODUCT, specifying to market a LICENSED PRODUCT or a LICENSED PROCESS or LICENSED SERVICE specifying LICENSOR the number of staff and other resources to be devoted to such commercialization effort. (b) Within sixty (60) days after December 31 and after June 30, there will be a semiannual face-to-face meeting between representatives from the LICENSEE and the LICENSOR to discuss progress and commercialization plans during the first three (3) years after the EFFECTIVE DATE. Thereafter, such a meeting will be held annually within sixty (60) days after the end of each calendar year, COMPANY shall furnish MIT with a written report on the progress of its efforts during the immediately preceding calendar year to develop and commercialize LICENSED PRODUCTS or LICENSED PROCESSES, with specific reference to the diligence obligations required under this Section 3.1. The report shall also contain a discussion of intended efforts and sales projections for the year in which the report is submitted. (c) COMPANY shall permit an in-plant inspection by MIT at regular intervals LICENSEE will contract with the EERC exclusively for research, development, and demonstration on the Biomass Gasification System for a period of at least thirty-six (636) months between each such inspectionafter the EFFECTIVE DATE. (d) All LICENSED PRODUCTS LICENSEE shall be subject to stringent quality control complete long-term testing to ensure product performance in accordance with stated product specifications. Any time after first commercial saleat the pilot stage by December 31, MIT reserves the right to test LICENSED PRODUCTS at random intervals to assure that quality standards have been maintained2008. (e) COMPANY LICENSEE shall make a first commercial sale of a LICENSED PRODUCT and/or a first commercial performance of a LICENSED PROCESS on or before September June 30, 20182009. (f) COMPANY LICENSEE shall make NET SALES according to the following schedule: 2018 $100,000; 2019 $2009 $ 500,000; 2020 $1,000,000 2020 2010 $ 2,000,000; 2011 and each year thereafter $1,500,000$ 5,000,000. (g) LICENSEE consults with the EERC or an agreed-upon third party that verifies technical conformance of the installation with the technology. There is a minimum requirement for consulting after the completion of every new design and prior to start-up of a new installation. Exclusive Patent and Know-How Final License Agreement Confidential In the event that MIT LICENSOR determines that COMPANY LICENSEE (or an AFFILIATEASSOCIATE or SUBLICENSEE) has failed to fulfill any of its obligations under this Section 3.1, then MIT LICENSOR may treat such failure as a material breach in accordance with Section 12.3(b).

Diligence Requirements. COMPANY shall use commercially reasonable efforts, or shall cause its AFFILIATES to use commercially reasonable diligent efforts efforts, to develop one or more LICENSED PRODUCTS or LICENSED PROCESSES and to introduce one or more LICENSED PRODUCTS or LICENSED PROCESSES into the commercial market; thereafter, COMPANY shall make LICENSED PRODUCTS or LICENSED PROCESSES reasonably available to the public. Specifically, COMPANY or AFFILIATE shall fulfill the following obligations: (a) Within four six (46) months after the EFFECTIVE DATE, COMPANY shall furnish MIT M.I.T. with a written research and development plan describing the major tasks to be achieved in order to bring to market a LICENSED PRODUCT or a LICENSED PROCESS or LICENSED SERVICE PROCESS, specifying the number of staff and other resources to be devoted to such commercialization effort. (b) Within sixty (60) days after the end of each calendar year, COMPANY shall furnish MIT M.I.T. with a written report (consistent with Section 5.1(a)) on the progress of its efforts during the immediately preceding calendar year to develop and commercialize LICENSED PRODUCTS or LICENSED PROCESSES, with specific reference to the diligence obligations required under this Section 3.1. The report shall also contain a discussion of intended efforts and sales projections for the year in which the report is submitted. Any and all information provided by COMPANY pursuant to Section 3.1(a) or (b) shall be deemed Confidential Information of COMPANY subject to Section 14.5 hereunder. (c) COMPANY shall develop an in-vitro working model of a LICENSED PRODUCT on or before July 1, 2002, and permit an in-plant inspection during regular business hours by MIT M.I.T. on or before July 1, 2002 and thereafter permit in-plant inspections during regular business hours by M.I.T. at regular intervals with at least six twelve (612) months between each such inspection. (d) All LICENSED PRODUCTS COMPANY shall be subject to stringent quality control testing to ensure product performance in accordance with stated product specifications. Any time after first commercial saleraise at least One Million Dollars ($1,000,000) by March 31, MIT reserves 2002 from the right to test LICENSED PRODUCTS at random intervals to assure that quality standards have been maintainedsale of COMPANY’s capital stock and securities. (e) In the aggregate, COMPANY shall make a first commercial raise at least Three Million Dollars ($3,000,000) by March 31, 2003 from the sale of a LICENSED PRODUCT and/or a first commercial performance of a LICENSED PROCESS on or before September 30, 2018COMPANY’s capital stock and securities for its own account unless COMPANY has been subject to an Acquisition Transaction (as defined in Article 10) prior to such date. (f) By no later than July 1, 2004, COMPANY shall make NET SALES according have submitted an application to the FDA for approval of at least one LICENSED PRODUCT. (g) By no later than July 1, 2006 COMPANY shall either have received FDA approval for the commercial sale of at least one LICENSED PRODUCT or have an ongoing FDA supervised clinical study for approval of at least one LICENSED PRODUCT. (h) During the five (5) year period following schedule: 2018 the date of FDA approval of the first LICENSED PRODUCT, COMPANY shall have achieved at least Five Million Dollars ($100,000; 2019 $500,000; 2020 $1,000,000 2020 and each year thereafter $1,500,0005,000,000) in cumulative revenue from the SALE of LICENSED PRODUCTS. In the event that MIT determines that COMPANY (or an AFFILIATE) has failed to fulfill any of its obligations under this Section 3.1, then MIT may treat such failure as M.I.T. shall have the option to allow this Agreement to continue in full force and effect or to convert the license granted hereunder to a material breach in accordance with Section 12.3(b)nonexclusive license upon thirty (30) days written notice to COMPANY.

Diligence Requirements. COMPANY DVC shall use diligent efforts efforts, or shall cause its Affiliates and Sublicensees to use diligent efforts, to develop LICENSED PRODUCTS or LICENSED PROCESSES Licensed Products and to introduce LICENSED PRODUCTS or LICENSED PROCESSES Licensed Products into the commercial market; thereafter, COMPANY DVC or its Affiliates or Sublicensees shall make LICENSED PRODUCTS or LICENSED PROCESSES Licensed Products reasonably available to the public. Specifically, COMPANY DVC or Affiliate or Sublicensee shall fulfill the following obligations: (a1) Within four thirty (430) months days after the EFFECTIVE DATEEffective Date, COMPANY DVC shall furnish MIT AVANT with a written research and development plan describing under which DVC intends to develop Licensed Products. Due to the major tasks to sensitive nature of the underlying federal program, this report shall be achieved in order to bring to market a LICENSED PRODUCT or a LICENSED PROCESS or LICENSED SERVICE specifying top level overview only of the number of staff and other resources to be devoted to such commercialization effortdevelopment plan. (b2) Within sixty (60) days after each anniversary of the end of each calendar yearEffective Date, COMPANY DVC shall furnish MIT AVANT with a written report on the progress of its efforts during the immediately preceding calendar prior year to develop and commercialize LICENSED PRODUCTS or LICENSED PROCESSESLicensed Products, with specific reference including without limitation research and development efforts, efforts to the diligence obligations required under this Section 3.1obtain regulatory approval, marketing efforts, and sales figures. The report shall also contain a discussion of intended efforts and sales projections for the year in which current year. Due to the sensitive nature of the underlying federal program, this report is submittedshall be a top level overview only of the development progress. (c3) COMPANY No later than ***Confidential Treatment Requested as to this Information*** DVC shall permit an in-plant inspection by MIT at regular intervals with at least six (6) months between each such inspection. (d) All LICENSED PRODUCTS shall be subject to stringent quality control testing to ensure product performance in accordance with stated product specifications. Any time after first commercial sale, MIT reserves the right to test LICENSED PRODUCTS at random intervals to assure that quality standards have been maintained. (e) COMPANY shall make initiate a first commercial sale clinical trial of a LICENSED PRODUCT and/or a first commercial performance of a LICENSED PROCESS on or before September 30, 2018. (f) COMPANY shall make NET SALES according to the following schedule: 2018 $100,000; 2019 $500,000; 2020 $1,000,000 2020 and each year thereafter $1,500,000Licensed Product. In the event that MIT AVANT determines that COMPANY DVC (or an AFFILIATEAffiliate or Sublicensee) has failed to fulfill any of not fulfilled its obligations under this Section 3.1., then MIT may treat AVANT shall furnish DVC with written notice of such failure as determination. Within sixty (60) days after receipt of such notice, DVC shall either (i) fulfill the relevant obligation or (ii) negotiate with AVANT a material breach mutually acceptable schedule of revised diligence obligations, failing which AVANT shall have the right, immediately upon written notice to DVC, to grant additional licenses to third parties to the Patent Rights and Biological Materials in accordance with Section 12.3(b)the Field.

Diligence Requirements. COMPANY shall use diligent efforts efforts, or shall cause its AFFILIATES and SUBLICENSEES to use diligent efforts, to develop LICENSED PRODUCTS or LICENSED PROCESSES and to introduce LICENSED PRODUCTS or LICENSED PROCESSES into the commercial market; thereafter, COMPANY or its AFFILIATES or SUBLICENSEES shall make LICENSED PRODUCTS or LICENSED PROCESSES reasonably available to the public. Specifically, COMPANY or AFFILIATE or SUBLICENSEE shall fulfill the following obligations: (a) Within four (4) months [********] after the EFFECTIVE DATE, COMPANY shall furnish MIT M.I.T. with a written research and development plan describing the major tasks to be achieved in order to bring to market a LICENSED PRODUCT or a LICENSED PROCESS or LICENSED SERVICE PROCESS, specifying the number of staff and other resources to be devoted to such commercialization effort. [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. (b) Within sixty [********] of the EFFECTIVE DATE, COMPANY shall have hired a total of [********] fulltime employees to manage the commercialization of the LICENSED PRODUCT or LICENSED PROCESS. (60c) days Within [********] after the end of each calendar year, COMPANY shall furnish MIT M.I.T. with a written report (consistent with Section 5.l(a)) on the progress of its efforts during the immediately preceding calendar year to develop and commercialize LICENSED PRODUCTS or LICENSED PROCESSES, with specific reference to the diligence obligations required under this Section 3.1. The report shall also contain a discussion of intended efforts and sales projections for the year in which the report is submitted. (c) COMPANY shall permit an in-plant inspection by MIT at regular intervals with at least six (6) months between each such inspection. (d) All COMPANY shall expend at least the amounts set forth below on at least one FULLY FUNDED PROJECT toward the development of LICENSED PRODUCTS shall PRODUCTS, and/or LICENSED PROCESSES in each calendar year (pro-rated for partial years) beginning in 2013; provided, that if any shortfall in funding in a calendar year is made up by extra funding in the following calendar year, this obligation will be subject to stringent quality control testing to ensure product performance in accordance with stated product specificationsdeemed satisfied; such shortfall correction may be exercised only once during the TERM. Any time after first commercial sale, MIT reserves the right to test LICENSED PRODUCTS at random intervals to assure that quality standards have been maintained.2014 $[********] 2015 $[********] 2016 $[********] 2017 and every year thereafter $[********] (e) Within [********] of the AMENDED AND RESTATED EFFECTIVE DATE, COMPANY shall make a first commercial sale of a LICENSED PRODUCT i. receive at least [********] in the aggregate in SUBLICENSE INCOME, and/or a first commercial performance of a LICENSED PROCESS on or before September 30, 2018. (f) COMPANY shall make NET SALES according to the following schedule: 2018 $100,000SALES; 2019 $500,000; 2020 $1,000,000 2020 and each year thereafter $1,500,000. In the event that MIT determines that COMPANY (or an AFFILIATE) has failed to fulfill any of its obligations under this Section 3.1, then MIT may treat such failure as a material breach in accordance with Section 12.3(b).or

Diligence Requirements. COMPANY shall use diligent efforts efforts, or shall cause its AFFILIATES and SUBLICENSEES to use diligent efforts, to develop LICENSED PRODUCTS, DISCOVERED PRODUCTS or LICENSED PROCESSES and to introduce LICENSED PRODUCTS, DISCOVERED PRODUCTS or LICENSED PROCESSES into the commercial market; thereafter, COMPANY or its AFFILIATES or SUBLICENSEES shall make LICENSED PRODUCTS, DISCOVERED PRODUCTS or LICENSED PROCESSES reasonably available to the public. Specifically, COMPANY or AFFILIATE or SUBLICENSEE shall fulfill the following obligations:. (a) Within four (4) months after the EFFECTIVE DATE, COMPANY shall furnish MIT with a written research and development plan describing the major tasks to be achieved in order to bring to market a LICENSED PRODUCT or a LICENSED PROCESS or LICENSED SERVICE specifying the number of staff and other resources to be devoted to such commercialization effort. (b) Within sixty (60) days after the end of each calendar year, COMPANY shall furnish MIT M.I.T. with a written report (consistent with Section 5.1(a)) on the progress of its efforts during the immediately preceding calendar year to develop and commercialize LICENSED PRODUCTS, DISCOVERED PRODUCTS or and LICENSED PROCESSES, with specific reference to the diligence obligations required under this Section 3.1. The report shall also contain a discussion of intended efforts and sales projections for the year in which the report is submitted. (cb) COMPANY shall permit an in-plant inspection by MIT M.I.T. on or before July 1, 2002 and thereafter permit in-plant inspections by M.I.T. at regular intervals with at least six twelve (612) months between each such inspection. (c) COMPANY shall have raised since inception at least one million Dollars ($1,000,000) by May 1, 2003 from the sale of COMPANY's equity securities for its own account. (d) All LICENSED PRODUCTS In the aggregate, COMPANY shall be subject to stringent quality control testing to ensure product performance in accordance with stated product specifications. Any time after first commercial salehave raised since inception at least four million dollars ($4,000,000) by November 1, MIT reserves 2004 from the right to test LICENSED PRODUCTS at random intervals to assure that quality standards have been maintainedsale of COMPANY's equity securities for its own account and from funding from CORPORATE PARTNERS or SUBLICENSEES. (e) COMPANY shall make fund, or shall cause its AFFILIATES to fund no less than Two Hundred Fifty Thousand Dollars ($250,000) toward the research, development or commercialization of LICENSED PRODUCTS, DISCOVERED PRODUCTS and/or LICENSED PROCESSES in each calendar year (pro-rated for partial years) beginning in the calendar year 2001 and ending with calendar year 2004. (f) COMPANY shall fund, or shall cause its AFFILIATES to fund, no less than one million Dollars ($1,000,000) toward the research, development or commercialization of LICENSED PRODUCTS, DISCOVERED PRODUCTS and/or LICENSED PROCESSES in each calendar year (pro-rated for partial years) beginning in calendar year 2005 and ending with the first commercial sale of a LICENSED PRODUCT or first commercial performance of a LICENSED PROCESS. (g) COMPANY shall begin, or shall cause its AFFILIATES, CORPORATE PARTNERS or SUBLICENSEE to begin, by December 31, 2003, animal studies of a LICENSED PRODUCT, DISCOVERED PRODUCT or LICENSED PROCESS suitable for the filing of an IND. (h) COMPANY shall file, or shall cause its AFFILIATES, CORPORATE PARTNERS or SUBLICENSEE to file, an IND for a LICENSED PRODUCT, DISCOVERED PRODUCT or a LICENSED PROCESS by December 31, 2004. (i) COMPANY shall file, or shall cause its AFFILIATES, CORPORATE PARTNERS or SUBLICENSEE to file, an NDA for a LICENSED PRODUCT, DISCOVERED PRODUCT or LICENSED PROCESS by December 31, 2012. (j) COMPANY shall make, or shall cause its AFFILIATES, SUBLICENSEES, or CORPORATE PARTNERS to make, a first commercial sale of a LICENSED PRODUCT and/or a DISCOVERED PRODUCT and/or a first commercial performance of a LICENSED PROCESS on or before September 30June 1, 20182013. (fk) COMPANY shall make NET SALES and DISCOVERED PRODUCT NET SALES according to the following schedule: 2018 $100,000; 2019 2013 $500,000; 2020 2014 $1,000,000 2020 2,000,000; 2015 and each year thereafter $1,500,0005,000,000. In the event that MIT M.I.T. determines that COMPANY (or an AFFILIATE) has failed to fulfill any of its obligations under this Article 3 and fails to cure such breach within ninety (90) days after receiving written notice thereof, provided such notice expressly refers to this Section 3.13.1 and M.I.T.'s right of conversion, then MIT may treat such failure M.I.T. may, as a material breach its sole remedy, convert the exclusive rights granted in accordance with Section 12.3(b)2.2 into non-exclusive rights.

Diligence Requirements. COMPANY shall use commercially reasonable diligent efforts efforts, or shall require its AFFILIATES and SUBLICENSEES to use commercially reasonable diligent efforts, to develop one or more LICENSED PRODUCTS or LICENSED PROCESSES and to introduce LICENSED PRODUCTS or LICENSED PROCESSES into the commercial market; thereafter, COMPANY shall use commercially reasonable diligent efforts to make or shall require its AFFILIATES or SUBLICENSEES to use commercially reasonable diligent efforts to make one or more LICENSED PRODUCTS or LICENSED PROCESSES reasonably available to the public. Specifically, COMPANY or AFFILIATE or SUBLICENSEE shall fulfill the following obligations: (a) Within four (4) months [**] after the EFFECTIVE DATE, COMPANY shall furnish MIT M.I.T. with a written research and development plan describing the major tasks to be achieved in order to bring to market a LICENSED PRODUCT or a LICENSED PROCESS or LICENSED SERVICE PROCESS, specifying the number of staff and other resources to be devoted to such commercialization effort. (b) Within sixty (60) days after the end of each calendar year[**], COMPANY shall furnish MIT M.I.T. with a written report (consistent with Section 5.1(a)) on the progress of its efforts during the immediately preceding calendar year to develop and commercialize LICENSED PRODUCTS or LICENSED PROCESSES, with specific reference to the diligence obligations required under this Section 3.1. The report shall also contain a discussion of intended efforts and sales projections for the year in which the report is submitted. (c) COMPANY shall permit an in-plant inspection by MIT M.I.T. on or before December 31, 2002, during COMPANY's normal business hours and with at least ten (10) days prior written notice from M.I.T., and thereafter permit in-plant inspections by M.I.T. during such hours and with such notice at regular intervals with at least six twelve (612) months between each such inspection. (d) All COMPANY shall designate no less than two (2) full-time equivalent personnel ("FTE"s) towards the development of LICENSED PRODUCTS shall be subject to stringent quality control testing to ensure product performance in accordance with stated product specifications. Any time after first commercial salefrom the EFFECTIVE DATE until December 31, MIT reserves the right to test LICENSED PRODUCTS at random intervals to assure that quality standards have been maintained2003. (e) COMPANY shall designate no less than four (4) FTEs towards the development of LICENSED PRODUCTS beginning January 1, 2004 and ending upon the first commercial sale of a therapeutic LICENSED PRODUCT. (f) COMPANY shall cause the development of LICENSED PRODUCTS and LICENSED PROCESSES to be managed and directed by a COMPANY employee or consultant whose credentials shall include, but are not limited to, more than five (5+) years in clinical and pre-clinical stroke recovery research including administration of animal and clinical trials of FGF molecules similar to the one disclosed under M.I.T. Case No. 9265. (g) COMPANY shall have begun all toxicology studies related to LICENSED PRODUCTS and/or LICENSED PROCESSES by December 31, 2004. (h) COMPANY shall file for an IND covering a LICENSED PRODUCT and/or a LICENSED PROCESS by December 31, 2006. (i) COMPANY shall file for a BLA covering a LICENSED PRODUCT and/or a LICENSED PROCESS by December 31, 2009. (j) COMPANY shall make a first commercial sale of a LICENSED PRODUCT and/or a first commercial performance of a LICENSED PROCESS on or before September June 30, 20182010. (fk) COMPANY shall make NET SALES according of at least [**] per calendar year within two (2) years of the first commercial sale of a LICENSED PRODUCT. The foregoing not withstanding, upon COMPANY's written request and M.I.T.'s consent, such consent not to be unreasonably withheld or delayed, the following schedule: 2018 $100,000; 2019 $500,000; 2020 $1,000,000 2020 time periods specified in this Section 3.1 shall be extended to mutually acceptable dates by amendment to this agreement if such an extension is supported in writing by evidence of technical difficulties or delays that could not have been reasonably avoided and each year thereafter $1,500,000the parties could not have reasonably anticipated as of the EFFECTIVE DATE. In the event that MIT M.I.T. determines that COMPANY (or an AFFILIATEAFFILIATE or SUBLICENSEE) has failed to fulfill any of not fulfilled its obligations under this Section 3.13.1(a-j), then MIT taking into account any agreed upon extensions of the term periods therein, M.I.T. shall furnish Company with written notice of such determination, which shall state the consequences of such failure, including termination of the license. Within sixty (60) days after receipt of such notice, COMPANY shall either (i) fulfill the relevant obligation or, (ii) at M.I.T.'s sole discretion, negotiate an acceptable schedule of revised diligence obligations, failing which M.I.T. may treat such failure as a material breach in accordance with Section 12.3(b).

Diligence Requirements. COMPANY BIOMARIN shall use commercially reasonable diligent efforts efforts, or shall cause its AFFILIATES and SUBLICENSEES to use commercially reasonable diligent efforts, to develop and to commercialize LICENSED PRODUCTS or LICENSED PROCESSES and to introduce LICENSED PRODUCTS or LICENSED PROCESSES into the commercial market; thereafter, COMPANY BIOMARIN or its AFFILIATES or SUBLICENSEES shall make LICENSED PRODUCTS or LICENSED PROCESSES reasonably available to the public. Specifically, COMPANY BIOMARIN or AFFILIATE or SUBLICENSEE shall fulfill the following obligations: (a) Within four three (43) months after the EFFECTIVE DATE, COMPANY BIOMARIN shall furnish MIT M.I.T. with a written research and development plan describing the major tasks to be achieved in order to bring to market a LICENSED PRODUCT or a LICENSED PROCESS or LICENSED SERVICE in the THERAPEUTIC FIELD, specifying the number of staff and other resources to be devoted to such commercialization effort. (b) Within sixty (60) days after the end of each calendar year, COMPANY BIOMARIN shall furnish MIT M.I.T. with a written report (consistent with Section 5.1(a)) on the progress of its efforts during the immediately preceding calendar year to develop and commercialize LICENSED PRODUCTS or LICENSED PROCESSES, with specific reference to the diligence obligations required under this Section 3.1. The report shall also contain a discussion of intended efforts and sales projections for the year in which the report is submitted. (c) COMPANY During regular business hours and upon a mutually agreed upon date and time, BIOMARIN shall permit an in-plant inspection by MIT M.I.T. and/or a mutually agreed upon expert consultant on or before December 31, 2002, and thereafter permit in-plant inspections by M.I.T. and/or a mutually agreed upon expert consultant at regular intervals with at least six twelve (612) months between each such inspection. (d) All Beginning on the EFFECTIVE DATE, BIOMARIN shall expend at least ***** for the commercial development of LICENSED PRODUCTS shall be subject to stringent quality control testing to ensure product performance in accordance with stated product specifications. Any time after first commercial salethe THERAPEUTIC FIELD, MIT reserves until either BIOMARIN's receipt of approval from the right to test LICENSED PRODUCTS at random intervals to assure that quality standards have been maintained. U.S. Food and Drug Administration (eFDA) COMPANY shall make for a first commercial sale of NDA/BLA covering a LICENSED PRODUCT and/or or ***** Should BIOMARIN not receive approval from the FDA for a first commercial performance of NDA/BLA covering a LICENSED PROCESS PRODUCT in the THERAPEUTIC FIELD by *****, M.I.T.'s obligation not to grant any other license in the THERAPEUTIC FIELD shall immediately terminate unless M.I.T. and BIOMARIN meet and agree within sixty (60) days on or before September 30, 2018. (f) COMPANY shall make NET SALES according to the following schedule: 2018 $100,000; 2019 $500,000; 2020 $1,000,000 2020 and each year thereafter $1,500,000mutually acceptable revised diligence obligations. In addition, beginning on *****, BIOMARIN shall expend at least ***** for the event that MIT determines that COMPANY commercial development of LICENSED PRODUCTS in the THERAPEUTIC FIELD until either BIOMARIN's receipt of approval from the U.S. Food and Drug Administration (FDA) for a NDA/BLA covering a LICENSED PRODUCT or an AFFILIATE) has failed to fulfill any of its obligations under this Section 3.1*****. Should BIOMARIN not receive approval from the FDA for a NDA/BLA covering a LICENSED PRODUCT in the THERAPEUTIC FIELD by *****, then MIT M.I.T. may treat such failure as a material breach in accordance with Section 12.3(b). (e) After BIOMARIN's first commercial sale of a LICENSED PRODUCT, BIOMARIN shall make NET SALES according to the following schedule: In the first full calendar year after the first commercial sale *****; In the second full calendar year after the first commercial sale *****; Each year thereafter *****. In the event that M.I.T. determines that BIOMARIN (or an AFFILIATE or SUBLICENSEE) has not fulfilled its obligations under Section 3.1(a-c,f), , M.I.T. shall furnish BIOMARIN with written notice of such determination, which shall state the consequences of such failure, including termination of the license. Within sixty (60) days after receipt of such notice, BIOMARIN shall either (i) fulfill the relevant obligation or, (ii) at M.I.T.'s sole discretion, negotiate an acceptable schedule of revised diligence obligations, failing which M.I.T. may treat such failure as a material breach in accordance with Section 12.3(b).

Diligence Requirements. COMPANY shall use diligent efforts, or shall use reasonable efforts to cause its AFFILIATES and SUBLICENSEES to use diligent efforts, to develop LICENSED PRODUCTS or LICENSED PROCESSES and to introduce LICENSED PRODUCTS or LICENSED PROCESSES into the commercial market; thereafter, COMPANY or its AFFILIATES or SUBLICENSEES shall make LICENSED PRODUCTS or LICENSED PROCESSES reasonably available to the public. Specifically, COMPANY or AFFILIATE or SUBLICENSEE shall fulfill the following obligations: (a) Within four (4) six months after the EFFECTIVE DATE, COMPANY shall furnish MIT M.I.T. with a written research and development plan describing the major tasks to be achieved in order to bring to market a LICENSED PRODUCT or a LICENSED PROCESS or LICENSED SERVICE PROCESS, specifying the number of staff and other resources to be devoted to such commercialization effort. (b) Within sixty (60) 120 days after the end of each calendar year, COMPANY shall furnish MIT M.I.T. with a written report (consistent with Section 5.1(a)) on the progress of its efforts during the immediately preceding calendar year to develop and commercialize LICENSED PRODUCTS or LICENSED PROCESSES, with specific reference to the diligence obligations required under this Section 3.1. The report shall also contain a discussion of intended efforts and sales projections for the year in which the report is submitted. (c) COMPANY shall develop a working model within 18 months of the EFFECTIVE DATE and permit an in-plant inspection by MIT M.I.T. on or before three years from the EFFECTIVE DATE and thereafter permit in-plant inspections by M.I.T. at regular intervals with at least six (6) months one year between each such inspection. (d) All LICENSED PRODUCTS COMPANY shall be subject to stringent quality control testing to ensure product performance raise in accordance with stated product specifications. Any time after first commercial salethe aggregate [***] by January 1, MIT reserves the right to test LICENSED PRODUCTS at random intervals to assure that quality standards have been maintained2002 of unrestricted funds. (e) COMPANY shall raise in the aggregate [***] by January 1, 2004 of unrestricted funds. (f) COMPANY anticipates that it will need to fund research and development of LICENSED PRODUCTS and/or LICENSED PROCESSES as follows: 2001 through end of 2002 $[***] 2003 and each subsequent year until NET SALES reach $[***] per year $[***] per year (g) COMPANY shall make a first commercial sale of a LICENSED PRODUCT and/or a first commercial performance of a LICENSED PROCESS on or before September 30, 2018within three (3) years from the EFFECTIVE DATE. (fh) COMPANY shall make NET SALES and receiving SUBLICENSEE INCOME and DEVELOPMENTAL MILESTONE PAYMENTS and DISCOVERY PAYMENTS that in the aggregate are at least the following amounts according to the following schedule: 2018 $100,0002004 $ 750,000; 2019 $500,0002005 $ 1,500,000; 2020 $1,000,000 2020 2006 and each year thereafter $1,500,0003,250,000 Should COMPANY decide to pursue a drug discovery business model for a majority of the business activities of COMPANY, and should that model make it difficult for COMPANY to comply with the provisions of this paragraph (3.1(h) COMPANY and M.I.T. agree to meet and develop an appropriate milestone to substitute for this paragraph based on the new drug discovery business model. In the event that MIT M.I.T. determines that COMPANY (or an AFFILIATEAFFILIATE or SUBLICENSEE) has failed to fulfill any of its obligations under this Section 3.1, then MIT M.I.T. may treat such failure as a material breach in accordance with Section 12.3(b).

Diligence Requirements. COMPANY shall use diligent efforts efforts, or shall cause its AFFILIATES and SUBLICENSEES to use diligent efforts, to develop LICENSED PRODUCTS or LICENSED PROCESSES and to introduce LICENSED PRODUCTS or LICENSED PROCESSES into the commercial market; thereafter, COMPANY or its AFFILIATES or SUBLICENSEES shall make LICENSED PRODUCTS or LICENSED PROCESSES reasonably available to the public. Specifically, COMPANY or AFFILIATE or SUBLICENSEE shall fulfill the following obligations: (a) Within four (4) months [*** Redacted] after the EFFECTIVE DATE, COMPANY shall furnish MIT M.I.T. with a written research and development plan describing the major tasks to be achieved in order to bring to market a LICENSED PRODUCT or a LICENSED PROCESS or LICENSED SERVICE PROCESS, specifying the number of staff and other resources to be devoted to such commercialization effort. (b) Within sixty (60) days [*** Redacted] after the end of each calendar year[*** Redacted], COMPANY shall furnish MIT M.I.T. with a written report (consistent with Section 5.1 (a)) on the progress of its efforts during the immediately preceding calendar year [*** Redacted] to develop and commercialize LICENSED PRODUCTS or LICENSED PROCESSES, with specific reference to the diligence obligations required under this Section 3.1. The report shall also contain a discussion of intended efforts and sales projections for the year in which the report is submitted. (c) COMPANY shall develop a working model on or before the date [*** Redacted] from the EFFECTIVE DATE, and permit an in-plant inspection by MIT M.I.T. on or before the date [*** Redacted] months from the EFFECTIVE DATE, and thereafter permit in-plant inspections by M.I.T. at regular intervals with at least six (6) [*** Redacted] months between each such inspection. (d) All COMPANY, its AFFILIATES or SUBLICENSEES, shall fund research toward the development of LICENSED PRODUCTS shall be subject to stringent quality control testing to ensure product performance and/or LICENSED PROCESSES in accordance each calendar year (pro-rated for partial years) beginning in 2003, and as provided below, and ending with stated product specifications. Any time after the first commercial sale, MIT reserves sale of a LICENSED PRODUCT or a first commercial performance of a LICENSED PROCESS. Such funding shall include funding of research and/or development of technology reasonably necessary for commercial or technical viability of the right to test LICENSED PRODUCTS at random intervals to assure that quality standards have been maintained.PRODUCTS. Year Funding 2003 [*** Redacted] 2004 [*** Redacted] 2005 and thereafter [*** Redacted] (e) COMPANY shall make a first commercial sale of a LICENSED PRODUCT and/or a first commercial performance of a LICENSED PROCESS on or before September 30, 2018[*** Redacted]. *** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. (f) COMPANY shall make annual NET SALES according to the following schedule: 2018 $100,0002009 [*** Redacted]; 2019 $500,0002010 [*** Redacted]; 2020 $1,000,000 2020 2011 and each year through and including 2014 [*** Redacted]; 2015, and each year thereafter $1,500,000[*** Redacted]. In the event that MIT M.I.T. determines that COMPANY (or an AFFILIATEAFFILIATE or SUBLICENSEE) has failed to fulfill any of its obligations under this Section 3.1, then MIT M.I.T. may treat such failure as a material breach in accordance with Section 12.3(b). To the extent that COMPANY has made commercially reasonable efforts to meet its obligations, then M.I.T. may, in its discretion, amend or extend the schedule of such obligations.

Diligence Requirements. COMPANY LICENSEE shall use diligent efforts to develop LICENSED PRODUCTS or LICENSED PROCESSES and to introduce LICENSED PRODUCTS or LICENSED PROCESSES or LICENSED SERVICE into the commercial market; thereafter, COMPANY LICENSEE shall make LICENSED PRODUCTS or LICENSED PROCESSES or LICENSED SERVICE reasonably available to the public. Specifically, COMPANY LICENSEE shall fulfill the following obligations: (a) Within four (4) months after the EFFECTIVE DATE, COMPANY LICENSEE shall furnish MIT GMRF with a written research and development plan describing the major tasks to be achieved in order to bring to market a LICENSED PRODUCT or a LICENSED PROCESS or LICENSED SERVICE specifying the number of staff and other resources to be devoted to such commercialization effort. (b) Within sixty two (602) days months after the end of each calendar year, COMPANY LICENSEE shall furnish MIT with a written report on the progress of its efforts during the immediately preceding calendar year to develop and commercialize LICENSED PRODUCTS or LICENSED PROCESSES, with specific reference to the diligence obligations required under this Section 3.1Article 3. 1. The report shall also contain a discussion of intended efforts and sales projections for the year in which the report is submitted. (c) COMPANY shall permit an in-plant inspection by MIT at regular intervals with at least Within six (6) months between each such inspectionafter the EFFECTIVE DATE, LICENSEE shall furnish to GMRF evidence of at least $500,000 in new funds secured from accredited investors reasonably acceptable to GMRF. (d) All LICENSED PRODUCTS shall be subject to stringent quality control testing to ensure product performance in accordance with stated product specifications. Any time after first commercial sale, MIT reserves the right to test LICENSED PRODUCTS at random intervals to assure that quality standards have been maintained. (e) COMPANY LICENSEE shall make a first commercial sale of a LICENSED PRODUCT and/or a first commercial performance of a LICENSED PROCESS or LICENSED SERVICE on or before September July 30, 20182019. (fe) COMPANY LICENSEE shall make NET SALES according to the following schedule: 2018 $2019 $ 100,000; 2019 $500,000; 2020 $1,000,000 2020 and each year thereafter $1,500,000. In the event that MIT determines that COMPANY (or an AFFILIATE) has failed to fulfill any of its obligations under this Section 3.1, then MIT may treat such failure as a material breach in accordance with Section 12.3(b).$ 200,000;

Diligence Requirements. COMPANY shall use diligent efforts to develop LICENSED PRODUCTS or LICENSED PROCESSES and to introduce LICENSED PRODUCTS or LICENSED PROCESSES into the commercial market; thereafter, COMPANY shall make LICENSED PRODUCTS or LICENSED PROCESSES reasonably available to the public. Specifically, COMPANY shall fulfill the following obligations: (a) Within four Following the first Approval of a Product in any jurisdiction in the Territory, Baylor shall provide to Bellerophon with a Commercialization plan setting forth Baylor’s marketing and commercialization strategies, in reasonable detail, for the upcoming twelve (412) months after months, and will provide updates to the EFFECTIVE DATECommercialization plan annually thereafter. Following the first Approval of a Product in any jurisdiction in the Territory, COMPANY Baylor shall furnish MIT provide to Bellerophon with a written research report, and development plan describing shall provide an updated report not less than once each calendar quarter, that summarizes the major tasks Commercialization activities on a Product-by-Product basis in the Territory since the date of the prior report. Such report shall contain reasonably sufficient detail to be achieved enable Bellerophon to assess Baylor’s compliance with its Commercialization obligations in order this Section 4.1. In addition, Baylor shall have a meeting in person, by videoconference, teleconference or other similar communications equipment, with Bellerophon not les than once each calendar year to bring update Bellerophon as to market a LICENSED PRODUCT or a LICENSED PROCESS or LICENSED SERVICE specifying the number status of staff and other resources to be devoted to such commercialization effortBaylor’s Commercialization activities. (b) Within sixty Baylor shall effect a First Commercial Sale within the Territory within the earlier of (60i) days after the end twenty four (24) months from approval of each calendar year, COMPANY shall furnish MIT with a written report on the progress of its efforts during the immediately preceding calendar year to develop and commercialize LICENSED PRODUCTS or LICENSED PROCESSES, with specific reference to the diligence obligations required under this Section 3.1. The report shall also contain a discussion of intended efforts and sales projections NDA for the year Product; and (ii) twelve (12) months of obtaining Approval (excluding pricing and reimbursement approvals) to market and sell the Product generally in which such region in the report is submittedTerritory. (c) COMPANY Baylor is exclusively responsible for Commercializing the Product in the Territory at its expense, including launching the Product, and shall permit use Commercially Reasonable Efforts to Commercialize the Product on an in-plant inspection by MIT at regular intervals ongoing and diligent basis in the Licensed Field and throughout the Territory following Approval and in accordance with at least six (6) months between each such inspectionthe Commercialization plan. (d) All LICENSED PRODUCTS Baylor shall be subject to stringent quality control testing to ensure product performance promptly notify Bellerophon if at any point Baylor is not actively and continuously engaged in accordance with stated product specifications. Any time after first commercial salethe Development or Commercialization (either directly or through an Affiliate or Sublicensee) of an R&D Product for each of the following indications: (a) COPD, MIT reserves the right to test LICENSED PRODUCTS at random intervals to assure that quality standards have been maintained(b) PAH, or (c) PF. (e) COMPANY Upon request from Xxxxxxxxxxx from time to time, Baylor shall make a first commercial sale confirm in writing (within 7 Business Days after receipt of a LICENSED PRODUCT and/or a first commercial performance of a LICENSED PROCESS on such request from Bellerophon) whether Baylor, its Affiliates or before September 30, 2018Sublicensees are engaged in such Development and Commercialization and is in compliance with the Commercialization plan. (f) COMPANY shall make NET SALES according to the following schedule: 2018 $100,000; 2019 $500,000; 2020 $1,000,000 2020 and each year thereafter $1,500,000. In the event that MIT determines that COMPANY (or an AFFILIATE) has failed to fulfill any of its obligations under this Section 3.1, then MIT may treat such failure as a material breach in accordance with Section 12.3(b).

Diligence Requirements. COMPANY 5.1 A true and complete copy of the initial Development Plan is attached hereto as Schedule B. The Company shall use diligent efforts to develop LICENSED PRODUCTS or LICENSED PROCESSES and to introduce LICENSED PRODUCTS or LICENSED PROCESSES into provide Georgetown a more detailed version of the commercial market; thereafter, COMPANY shall make LICENSED PRODUCTS or LICENSED PROCESSES reasonably available to the public. Specifically, COMPANY shall fulfill the following obligations: (a) Within four (4) months after the EFFECTIVE DATE, COMPANY shall furnish MIT with a written research and development plan describing the major tasks to be achieved in order to bring to market a LICENSED PRODUCT or a LICENSED PROCESS or LICENSED SERVICE specifying the number of staff and other resources to be devoted to such commercialization effort. (b) Within sixty (60) days after the end of each calendar year, COMPANY shall furnish MIT with a written report on the progress of its efforts during the immediately preceding calendar year to develop and commercialize LICENSED PRODUCTS or LICENSED PROCESSES, with specific reference to the diligence obligations required under this Section 3.1. The report shall also contain a discussion of intended efforts and sales projections for the year in which the report is submitted. (c) COMPANY shall permit an in-plant inspection by MIT at regular intervals with at least Development Plan within six (6) months between each such inspectionof Effective Date of this Agreement. From time to time, as research and development results from work under the Development Plan and/or the business environment dictates, the Company may modify the Development Plan. If and when the Company makes a change to the Development Plan that would materially affect the Milestones set forth in Schedule C, it will so notify Georgetown no less than thirty (30) days before any Milestone due date would be missed, and the Parties will amend this Agreement to the extent reasonably necessary to conform to any approved modifications of the Development Plan, including without limitation the Milestones set forth on Schedule C and the Milestone payments set forth on Schedule D. Such amendments shall be negotiated reasonably and in good faith by the Parties. (d) All LICENSED PRODUCTS 5.2 Upon request by Georgetown during the first two years following the Effective Date, Company’s representatives shall be subject meet with representatives of Georgetown’s Office of Technology Commercialization either in person or via telephone calls or videoconferencing no less often than quarterly to stringent quality control testing advise on progress of the Development Plan. 5.3 Company shall use Commercially Reasonable Efforts to ensure product performance bring one or more Licensed Products into the commercial market as soon as practicable in accordance with stated product specificationsthe Development Plan, as it may be duly amended pursuant to Section 5.4, but in any case, the first Licensed Product for Therapeutic Field shall be commercially available by March 1, 2026 in accordance with the milestone set forth on Schedule C. For purpose of the foregoing sentence, the efforts of a Sublicensee (or of Sublicensee’s Affiliates) shall be considered the efforts of Company. Any time after first commercial saleAfter the First Commercial Sale, MIT reserves Company shall use commercially reasonable efforts to keep Licensed Products available to the right to test LICENSED PRODUCTS at random intervals to assure that quality standards have been maintainedpublic. (e) COMPANY shall make a first commercial sale of a LICENSED PRODUCT and/or a first commercial performance of a LICENSED PROCESS on or before September 30, 2018. (f) COMPANY shall make NET SALES according 5.4 Subject to the following schedule: 2018 $100,000; 2019 $500,000; 2020 $1,000,000 2020 cure period in Article 12.2.2, and each year thereafter $1,500,000. In the event that MIT determines that COMPANY (Georgetown’s willingness to amend this Agreement, Company’s or an AFFILIATE) has failed Sublicensee’s failure to fulfill any of its obligations under this Section 3.1, then MIT may treat such failure as a material breach perform in accordance with Section 12.3(b)5.3 or to fulfill on a timely basis any one of the Milestones set forth on Schedule C hereof shall be grounds for Georgetown to terminate this Agreement and upon termination all rights and interest to Patent Rights shall revert to Georgetown.